FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Pano Arian
(Last) (First) (Middle)
C/O KINIKSA PHARMACEUTICALS, LTD.
CLARENDON HOUSE 2 CHURCH STREET
(Street)
HAMILTON D0 HM11
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2021 		3. Issuer Name and Ticker or Trading Symbol
Kiniksa Pharmaceuticals, Ltd. [ KNSA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Clinical Dev. Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Shares 1,539
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Share Option   (1) 12/01/2029 Class A Common Shares 100,000 10.14 D  
Share Option   (2) 03/12/2030 Class A Common Shares 30,000 15.52 D  
Share Option   (3) 09/09/2030 Class A Common Shares 30,000 15.5 D  
Share Option   (4) 03/15/2031 Class A Common Shares 23,325 22.89 D  
Restricted Share Units   (5)   (5) Class A Common Shares 3,888 (6) D  
Restricted Share Units   (7)   (7) Class A Common Shares 4,867 (6) D  
Restricted Share Units   (8)   (8) Class A Common Shares 3,240 (6) D  
Explanation of Responses:
1. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is November 11, 2019.
2. The option vested and became exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is March 13, 2020.
3. The option vests and becomes exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is September 10, 2020.
4. The option vests and becomes exercisable as to 25% of the total grant on the first anniversary of the vesting commencement date and vests in thirty-six equal monthly installments thereafter. The vesting commencement date is March 16, 2021.
5. The Restricted Share Units (RSUs) vest over a four year period, with 25% of the RSUs vesting on each yearly anniversary of the date of grant, March 16, 2021.
6. Each RSU represents a contingent right to receive one Class A Common Share of the Issuer.
7. The performance criteria for these RSUs were met. The RSUs will vest in a single installment on March 20, 2022, subject to the Reporting Person's continuous employment with the Issuer or any of its subsidiaries on the vesting date; there is no expiration date for the RSUs.
8. The performance criteria for these RSUs were met. The RSUs will vest in a single installment on March 20, 2023, subject to the Reporting Person's continuous employment with the Issuer or any of its subsidiaries on the vesting date; there is no expiration date for the RSUs.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Arian Pano 06/21/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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POWER OF ATTORNEY

 

With respect to holdings of and transactions in securities issued by Kiniksa Pharmaceuticals, Ltd. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.         prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

 

2. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;


3.         do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and


4.         take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by Kiniksa Pharmaceuticals, Ltd., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

 
 


       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of June, 2021.

 

 

 

  /s/ Arian Pano
  Signature
   
Arian Pano
  Print Name
   

 

 

 

 
 

Schedule A

 

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

 

Madelyn Zeylikman

Aaron Young

Michael Megna

Mark Ragosa